UBS AG, JERSEY BRANCH

Transcription

1 ab2 FINAL TERMS Dated 19 September 2008 UBS AG, JERSEY BRANCH Issue of EUR 7,500,000 First-to-Default (in respect of Interest) and Second-to-Default (in respect of Redemption) Credit-linked Notes due 20 March 2010 linked to the credit of a basket of Reference Entities Issued under the UBS AG Euro Note Programme. This document (including Schedule B entitled the UBS Standard Credit-Linked Note Terms dated 26 September 2007) constitutes the Final Terms relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 4 July 2008 as amended and supplemented from time to time. These Final Terms must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Notes described herein is only available on the basis of review of a combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus may be obtained from the offices of the Paying Agents, The Bank of New York Mellon, One Canada Square, London E14 5AL, The Bank of New York (Luxembourg) S.A., Aerogolf Centre, 1A, Hoehenof, L-1736 Senningerberg and BNY Financial Services Public Limited Company, 4 th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland. If there is any inconsistency between the Conditions set forth in the Base Prospectus and these Final Terms, these Final Terms will prevail. If there is any inconsistency between these Final Terms excluding Schedule B entitled the UBS Standard Credit- Linked Note Terms dated 26 September 2007 and the terms and conditions of that Schedule, these Final Terms excluding that Schedule will prevail. A Noteholder is exposed to the credit risk of each of the Reference Entities. Following a Credit Event Determination Date in respect of the first of the Reference Entities, Interest in the Notes shall cease to accrue, be calculated or paid from the Interest Payment Date or, as the case may be, the Issue Date, immediately preceding such first Credit Event Determination Date. Following a Credit Event Determination Date in respect of the second of the Reference Entities (the Affected Reference Entity ), the Notes will redeem early, and upon redemption proceeds in an amount less than the principal amount of the Notes may be paid to the Noteholders (and such amount may be zero). It is the current practice (but not the legal obligation) of UBS AG and/or its affiliates ( UBS ), in respect of notes for which UBS is the arranger, to quote on request a live price, which it might pay/charge for early termination of any note of this type that it issues. A live unwind price may be affected by then-current market conditions, liquidity and market standard denomination. UBS is under no obligation to hold a price quoted for any length of time unless this is agreed at the time of giving the quote. No secondary market for the Notes currently exists, nor is one likely to develop. Noteholders should have the ability and intent to hold the Notes until their Maturity Date. 1 18/09/2008

2 The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act ) and are in bearer form that is subject to certain United States tax law requirements. Accordingly, the Notes are being offered and sold only in bearer form outside the United States (as such term is defined in Regulation S under the Securities Act ( Regulation S )) to non-us persons in reliance on Regulation S. Issuer: UBS AG, acting through its Jersey branch Specified Denominations: EUR 50,000 Series No: 7534 Aggregate Nominal Amount: EUR 7,500,000 Issue Price: 100 per cent. Trade Date: 12 September 2008 Issue Date: 19 September 2008 Provisions relating to Interest: Interest Commencement Date: Interest Basis: Manner in which the Rate of Interest is to be determined Issue Date 3 month EURIBOR (except in relation to the first Interest Period when the applicable EURIBOR will be determined by linear interpolation) +3.10% Floating Rate Screen Rate Determination i) Reference Rate: 3 Month EURIBOR (except in relation to the first Interest Period when the applicable EURIBOR will be determined by linear interpolation). ii) Interest Determination Date: iii) Relevant Screen Page: iv) Margin Two Business Days prior to the first day of each Interest Period. EUR- EURIBOR01 Reuters Screen +3.10% per annum v) Minimum Rate of Interest: Not Applicable vi) Maximum Rate of Interest: Party Responsible for calculating Rate of Interest and Interest Amounts: Interest Payment Dates: Not Applicable Calculation Agent 20 March, 20 June, 20 September and 20 December in each year commencing on (and including) 20 December 2008 and up to (and including) the Scheduled Maturity Date, subject to adjustment as described below. 2 18/09/2008

3 If a Credit Event Determination Date occurs in relation to the first Credit Event Determination Date in respect of the Reference Entities, no further Interest will be calculated or paid from the Interest Payment Date or, as the case may be, the Issue Date, immediately preceding the Credit Event Determination Date, and any failure to pay any such Interest does not constitute an Event of Default by the Issuer. Day Count Fraction: Business Day Convention: Actual/360 Following Business Day Credit Related Provisions Reference Entities: Each of the entities listed in Schedule A and their respective Successors (each a Reference Entity ): Each Reference Entity has been designated as a particular Entity Type in Schedule A the designation of Entity Type is purely for convenience in setting out which terms herein apply to which Reference Entities. Notwithstanding anything to the contrary in Schedule B, if, in the sole and absolute opinion of the Calculation Agent, a Succession Event occurs that would result in more than one Successor for a Reference Entity pursuant to the terms of Schedule B, the Issuer or the Nominee of the Issuer shall select in its sole and absolute discretion only one Successor (which, for the avoidance of doubt, may include the relevant Reference Entity if such entity has been identified as a Successor) to replace the Reference Entity affected by the Succession Event. If, as a result of a Succession Event, two or more Reference Entities hereunder would be replaced by the same Successor, then the Calculation Agent may (in its sole and absolute discretion) either: (i) (ii) select one or more additional Reference Entities (each, a Substitute Reference Entity ) to add to the portfolio of Reference Entities so that the number of Reference Entities in respect of the Notes remains at 5. Any Substitute Reference Entity so selected by the Calculation Agent shall be a Reference Entity for purposes of the Notes. Any such Substitute Reference Entity will, at the time of substitution, have a similar industry classification and credit rating to any of the original Reference Entities at the time of substitution; or determine that such Reference Entities be deemed to be replaced by the same Successor. The Calculation Agent shall notify the Issuer of the selection of any Successor or any Substitute Reference Entity pursuant to the terms of the Notes. In such notice, the Calculation Agent will also notify the Issuer of its selection (in its sole and absolute discretion) of the Reference Obligation for the relevant Reference Entity. The Issuer, or 3 18/09/2008

4 its Nominee, shall notify the Noteholders as soon as practicable after receipt of such notice from the Calculation Agent. The substitution of a Reference Entity shall be deemed to be effective on the legally effective date of the Succession Event. The consent of Noteholders will not be required for any amendment required as a consequence of the identification of more than one Successor. Reference Obligations: Affected Reference Entity: All Guarantees: Credit Event: In respect of each Reference Entity the Reference Obligation set out next to the corresponding Reference Entity in Schedule A. The second Reference Entity in respect of which a Credit Event Determination Date has occurred. In relation to each Reference Entity, applicable or not applicable as set out in the attached corresponding Annex for its Entity Type. In relation to each Reference Entity, the Credit Events set out in the attached corresponding Annex for its Entity Type shall apply. Obligations: Deliverable Obligations: In relation to each Reference Entity, Obligation Category and Obligation Characteristics are as set out in the attached corresponding Annex for its Entity Type. Deliverable Obligations of the Affected Reference Entity described by the Deliverable Obligation Category and Deliverable Obligation set out in the attached corresponding Annex for the Entity Type of the Affected Reference Entity. Exclude Accrued Interest May 2003 Supplement: Applicable Provisions relating to Redemption Maturity Date: 20 September 2013 (the Scheduled Maturity Date ), subject if applicable to Potential Credit Event Extension; Grace Period Extension and Repudiation/Moratorium Extension provided that if a Credit Event Determination Date occurs in relation to the second Credit Event Determination Date in respect of the Reference Entities,, the Maturity Date is the later of the Physical Redemption Date and the Cash Redemption Date (if applicable). Grace Period Extension: in relation to each Reference Entity, applicable or not applicable as set out in the attached corresponding Annex for its Entity Type. Redemption Amount per Specified Denomination: An amount equal to the Specified Denomination, unless a Credit Event Determination Date occurs in respect of the second Reference Entity, 4 18/09/2008

5 in which case redemption shall take place in accordance with Physical Redemption or Cash Redemption as applicable. Credit Event Redemption: Cash Redemption Noteholders attention is drawn to the fact that due to the operation of the terms relating to Physical Redemption and/or Cash Redemption there may be a considerable period of time following a Credit Event Determination Date before the Notes are actually redeemed. Cash Redemption: Valuation Portfolio The Issuer shall, redeem the Notes in accordance with the Cash Redemption provisions of Part 1 of Schedule B. Valuation Obligations in respect of the Affected Reference Entity with an aggregate outstanding principal balance (excluding accrued but unpaid interest) equal to or less than the aggregate outstanding principal balance of the Notes. Valuation Time: Final Valuation Date: Cash Redemption Date: In relation to each Reference Entity as set out in the attached corresponding Annex for its Entity Type. 135 Business Days after the Credit Event Determination Date The third Business Day following the determination of the Final Price. Tax Redemption: Applicable. See Part 8 of Schedule B. Termination following Breach of Selling Restrictions: Optional Redemption (Call): Applicable. See Part 8 of Schedule B. The Issuer may redeem any Note at an amount equal to the Specified Denomination (which becomes the Optional Redemption Amount ) on each date which is the anniversary of 20 September 2010 from and including 20 September 2010 to but excluding the Maturity Date (which becomes the Optional Redemption Date ) upon giving not less than 5 nor more than 30 calendar days notice to the Noteholders. Additional Disclosures: - Information Relating to the Reference Entities: The following Reference Entities are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and in accordance therewith file reports and other information (including financial information) with the Securities Exchange Commission (the Commission ): Ciba Holding Inc., ThyssenKrupp AG, Vodafone Group Public Limited Company, ArcelorMittal, Peugeot SA. Copies of such reports and other information may be inspected and copied at certain public reference facilities maintained by the Commission, including the Commission's facility located at 450 Fifth Street, N.W., Washington, D.C The Commission also maintains a web site at /09/2008

6 containing various reports and other information regarding registrants that file electronically with the Commission. In addition, such reports and other information can be obtained from these Reference Entities at the address specified in its most recently published reports. The Issuer and its affiliates have not reviewed the reports and other information submitted by a Reference Entity to the Commission. The Issuer and its affiliates make no representation as to the accuracy or completeness of the reports and other information submitted by a Reference Entity. The Issuer and its affiliates have not made any investigation of the financial condition or creditworthiness of any Reference Entity in connection with the issuance of the Notes. UBS Available Information: UBS AG is subject to the informational requirements of the Exchange Act, and, in accordance therewith, files reports and other information with the Commission. The reports and other information filed by UBS AG with the Commission may be inspected (and copied at prescribed rates) at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C UBS AG's Common Stock is listed on the NYSE under the symbol UBS. Reports and other information filed may be inspected at the offices of NYSE at 20 Broad Street, New York, New York and can also be reviewed by accessing the Commission's Internet site at UBS AG has agreed that if it is no longer subject to the informational requirements of the Exchange Act, it will furnish to Noteholders and to prospective purchasers designated by such Noteholders the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the Notes. Any such request should be directed to General Counsel, Region Americas Legal, UBS AG, Stamford Branch, 677 Washington Boulevard, Stamford CT (a) Neither the Issuer nor any of its affiliates has made any representation whatsoever with respect to any Reference Entity, any Reference Obligation, any Obligation, any Deliverable Obligation, any Underlying Obligor or any Underlying Obligation on which any Noteholder is relying or is entitled to rely. The Issuer and its affiliates are not responsible for any Reference Entity s public disclosure of information. (b) The Issuer and its affiliates and the Calculation Agent may deal in each Reference Obligation, Obligation, Deliverable Obligation or Underlying Obligation and may, where permitted, accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business with, a Reference Entity, any Underlying Obligor or any affiliate of a Reference Entity or an Underlying Obligor, or any other person or entity having obligations relating to a Reference Entity or any Underlying Obligor, and may act with respect to such business in the same manner as each of them would if the Notes did not exist, regardless of whether any such action might have an adverse effect on a Reference Entity, any Underlying Obligor or the position of any Noteholder or otherwise (including, without limitation, any action which might constitute or give rise to a Credit Event). 6 18/09/2008

7 (c) The Issuer and its affiliates and the Calculation Agent may, whether by virtue of the types of relationships described herein or otherwise, at any time, be in possession of information in relation to a Reference Entity or any Underlying Obligor that is or may be material in the context of the issue of the Notes and that may or may not be publicly available or known to the Noteholder, and the Notes do not create any obligation on the part of the Issuer or its affiliates or the Calculation Agent to disclose to any Noteholder any such relationship or information (whether or not confidential). (d) No Reference Entity is involved in the issuance of the Notes in any way and has any obligation to consider the interests of the Noteholders in taking any corporate actions that might affect the value of the Notes. Each Reference Entity may, and is entitled to, take actions that will adversely affect the value of the Notes. The purchase price paid for the Notes is paid to the Issuer and not to any Reference Entity, and the Notes do not represent a direct investment in any Obligation of any Reference Entity or otherwise give the Noteholders any rights in the debt obligations of any Reference Entity. As an owner of Notes, a Noteholder will not have special voting rights or rights to receive distributions or any other rights that holders of debt obligations of a Reference Entity may have. (e) There is no guarantee, protection or assurance for purchasers of the Notes in respect of the credit or performance of any Reference Entity, Reference Obligation or Obligation. Neither the Issuer nor any of its affiliates makes any representation as to the future performance of the Notes either in absolute terms of relative to other investments. (f) UBS may have paid a fee to a third party introducer or broker in relation to this transaction. Further, in certain circumstances UBS sells these notes to dealers and other financial institutions at a discount to the issue price or rebates to them for their own account some proportion of the issue price. Further information on the foregoing is available on request. (g) The tax treatment of the Notes is uncertain. Therefore, if the Noteholder is a US taxpayer that is not a US person (as defined under Regulation S under the U.S. Securities Act) the Noteholder is urged to consult with its own tax advisors to determine the appropriate characterization of this Note for US federal income tax purposes. The Noteholder should contact UBS for any additional information that it may require in making its determination. General Provisions Applicable to the Notes: Instrument; Status of the Notes: Listing: Form of Notes: Credit linked MTN issued from the UBS AG Euro Note Programme and governed by English Law. Senior None Bearer Notes: TEFRA D; Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes in the limited circumstances specified in the Permanent Global Note. Business Days: London, and TARGET 7 18/09/2008

8 TARGET Business Day means a day on which the day upon which the TARGET System is operating. Clearing System: Calculation Agent: Nominee of the Issuer Euroclear and Clearstream Banking UBS AG, acting through its London Branch, or any successor thereof. All determinations by the Calculation Agent hereunder will in the absence of manifest error, wilful default or bad faith, will be final and conclusive, and the Calculation Agent and the Issuer have no liability to the Noteholders or any third party in relation to such determinations. UBS AG, London Branch Distribution: Dealer: Selling Restrictions: UBS Limited The Selling Restrictions set out in the Base Prospectus apply. Any Notes purchased by any person for resale may not be offered in any jurisdiction in circumstances that would result in the Issuer being obliged to register any further prospectus or corresponding document relating to the Notes in that jurisdiction. Europe: For EEA jurisdictions (EU member states plus Norway, Iceland and Liechtenstein) that have implemented the EU Prospectus Directive, the Final Terms and Base Prospectus for these Notes DO NOT QUALIFY as a prospectus published in accordance with the requirements of the EU Prospectus Directive. Unless and until a prospectus has been published in accordance with the requirements of the EU Prospectus Directive, these Notes may not be offered or sold in EEA jurisdictions that have implemented the EU Prospectus Directive other than 1) in minimum denominations of, or total consideration per investor of at least, EUR 50,000 (or equivalent in other currencies) or 2) only to Qualified Investors; and/or (aggregated for all distributors) to less than 100 offerees that are not Qualified Investors per EEA jurisdiction. A "Qualified Investor" is a legal entity that (i) is authorised or regulated to operate in the financial markets or has the sole purpose to invest in securities; or (ii) meets two of the following three criteria (as shown in its last annual or consolidated accounts): (a) an average number of at least 250 employees during the last financial year; (b) a total balance sheet of more than EUR 43,000,000; and (c) an annual net turnover of more than EUR 50,000,000. For EEA jurisdictions that have not implemented the EU Prospectus Directive, sales in such jurisdictions must be in compliance with the law of that jurisdiction. Information Relating to the Reference Entities: The following Reference Entities are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and in accordance therewith file reports and other information (including financial information) with the Securities 8 18/09/2008

9 Exchange Commission (the Commission ): Ciba Holding Inc., ThyssenKrupp AG, Vodafone Group Public Limited Company, ArcelorMittal, Peugeot SA. Copies of such reports and other information may be inspected and copied at certain public reference facilities maintained by the Commission, including the Commission's facility located at 450 Fifth Street, N.W., Washington, D.C The Commission also maintains a web site at containing various reports and other information regarding registrants that file electronically with the Commission. In addition, such reports and other information can be obtained from these Reference Entities at the address specified in its most recently published reports. The Issuer, Arranger, Calculation Agent and Registrar have not reviewed the reports and other information submitted by the Reference Entities to the Commission, make no representation as to the accuracy or completeness of such reports and other information, and have not made any investigation of the financial condition or creditworthiness of the Reference Entities in connection with the issuance of the Note. Arranger: Issuing and Paying Agent: UBS Limited The Bank of New York Mellon Operational Information Common Code: ISIN: Delivery: XS Delivery against payment The Issuer accepts responsibility for the information contained in these Final Terms. Signed for and on behalf of: UBS AG, Jersey Branch Authorised Signatory Authorised Signatory 9 18/09/2008

10 Schedule A Reference Reference Obligation Entity TeliaSonera Aktiebolag Primary Obligor: Reference Entity. Guarantor: None Maturity: 10-September-2010 Coupon: 5.5% CUSIP/ISIN: XS Reference Entity Type European Corporate Stora Enso Oyj UPM- Kymmene Oyj Metso Oyj Fortum Oyj Primary Obligor: Reference Entity Guarantor: None Maturity Date: 15-May-2011 Coupon: % ISIN Number: US86210MAA45 Primary Obligor: Reference Entity Guarantor: None Maturity Date: 23-January-2012 Coupon: % ISIN Number: XS Primary Obligor: Reference Entity Guarantor: None Maturity Date: 21-November-2011 Coupon: 5.125% ISIN Number: XS Primary Obligor: Reference Entity Guarantor: None Maturity Date: 19-November-2010 Coupon: 4.625% ISIN Number: XS European Corporate European Corporate European Corporate European Corporate 10 18/09/2008

11 Business Days: All Guarantees: Credit Events: USD: London and New York JPY: London and Tokyo Applicable Bankruptcy Failure to Pay Restructuring European Corporate EUR: London and TARGET CHF: London and Zurich Grace Period Extension: Payment Requirement: Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation GBP: London Not Applicable USD 1,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Failure to Pay. Applicable Multiple Holder Obligation: Default Requirement: Obligation(s): Obligation Category: Borrowed Money Applicable USD 10,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Credit Event. Obligation Characteristics: None 11 18/09/2008

12 Exclude Accrued Interest: Deliverable Obligations: Applicable Deliverable Obligation Category: Deliverable Obligation Characteristics: Bond or Loan Not Subordinated Specified Currency: Standard Specified Currencies Not Contingent Assignable Loan Consent Required Loan Transferable Maximum Maturity: 30 years Not Bearer Physical Settlement Period: 30 Business Days 60 Business Day Cap on Settlement Applicable Additional Provisions for STMicroelectronics NV (December 6, 2007) Applicable if the Reference Entity is STMicroelectronics NV, otherwise Not Applicable 12 18/09/2008

13 Schedule B UBS Standard Credit-Linked Note Terms dated 26 September 2007 Part 1: Redemption upon Credit Event(s) Determination of Credit Event: Credit Event Determination Date: Credit Event Notice: Subject if applicable to Potential Credit Event Extension, Grace Period Extension and/or Repudiation/Moratorium Extension, if the Calculation Agent determines that a Credit Event has occurred on or prior to the Scheduled Maturity Date, the Calculation Agent shall notify the Issuer. The Issuer or its Nominee may elect to deliver a Credit Event Notice in respect of the Notes and so trigger the Physical Redemption Terms or Cash Redemption Terms, as applicable. Subject if applicable to Potential Credit Event Extension, Grace Period Extension and/or Repudiation/Moratorium Extension, the date, on or prior to the Scheduled Maturity Date, on which the Issuer or its Nominee delivers a Credit Event Notice. A notice given by the Issuer or its Nominee to the Calculation Agent and the Noteholders in writing of the determination that a Credit Event has occurred on or prior to the Scheduled Maturity Date. The Credit Event Notice shall describe in reasonable detail the facts relevant to the determination that a Credit Event has occurred and shall confirm the occurrence of a Credit Event with Publicly Available Information. The Credit Event Notice shall contain a copy or a description in reasonable detail of the relevant Publicly Available Information. The Credit Event that is the subject of the Credit Event Notice need not be continuing on the date that the Credit Event Notice is given. Potential Credit Event Extension: If the Calculation Agent determines in its sole and absolute discretion that a Potential Credit Event has occurred on or prior to the Scheduled Maturity Date in relation to a Reference Entity, then the Calculation Agent shall as soon as reasonably practicable thereafter send a notice to the Issuer setting out such determination. The Issuer or its Nominee may elect thereafter to send a notice to Noteholders setting out such determination and specifying that the Scheduled Maturity Date shall not be the Maturity Date of the Notes and the maturity of the Notes shall be extended in accordance with the following provisions. Any Interest due on the Scheduled Maturity Date shall be deemed to be due on the actual Maturity Date and no further Interest shall accrue after the Scheduled Maturity Date. If a Credit Event Notice is not served by the Issuer or its Nominee on or before the date which is 21 calendar days following the Scheduled Maturity Date then such date will be the Maturity Date. If a Credit Event Notice is served by the Issuer or its Nominee on or before the date which is 21 calendar days following the Scheduled Maturity Date, then Redemption will occur in accordance with the Physical Redemption Terms or the Cash Redemption Terms as applicable and as described in Part 1 of this Schedule. Potential Credit Event: Notices Grace Period Extension: An event which, in the sole and absolute determination of the Calculation Agent, may, with the passage of time, constitute a Credit Event. In respect of any notice to be delivered to the Noteholders pursuant to the terms of this Schedule, such notice shall be deemed to have been delivered to the Noteholders upon delivery of the same to the Agent (if the Notes are in bearer form) or the Registrar (if the Notes are in registered form) for onward transmission on behalf of the Issuer in accordance with Condition 14. If the Calculation Agent determines that a Potential Failure to Pay has occurred on or prior to the Scheduled Maturity Date in relation to a Reference Entity to which Grace Period Extension is specified as applicable, but the applicable Grace Period (if any) cannot by its terms expire on or prior to the Scheduled Maturity Date, the Scheduled Maturity Date shall not be the Maturity Date of the Notes and the maturity of the Notes shall be extended in accordance with the following provisions. Any Interest due on the 13 18/09/2008

14 Scheduled Maturity Date shall be deemed to be due on the actual Maturity Date and no further Interest shall accrue after the Scheduled Maturity Date. If a Credit Event Notice in respect of the Failure to Pay is not served by the Issuer or its Nominee on or before the date which is 14 calendar days following the end of the Grace Period Extension Period then the date that is 2 Business Days after such date will be the Maturity Date. If a Credit Event Notice in respect of the Failure to Pay is served by the Issuer or its Nominee on or before the date which is 14 calendar days following the end of the Grace Period Extension Period, then Redemption will occur in accordance with the Physical Redemption Terms or the Cash Redemption Terms as applicable and as described in Part 1 of this Schedule. Grace Period Extension Period: Repudiation/Moratorium Extension: Means the number of days in the Grace Period after the Potential Failure to Pay subject to a maximum of 30 calendar days If the Calculation Agent determines that a Potential Repudiation/Moratorium has occurred on or prior to the Scheduled Maturity Date in relation to a Reference Entity to which Repudiation/Moratorium is specified as applicable and a Repudiation/Moratorium Extension Notice is delivered on or before the Scheduled Maturity Date, then the Scheduled Maturity Date shall not be the Maturity Date of the Notes and the maturity of the Notes shall be extended in accordance with the following provisions. Any Interest due on the Scheduled Maturity Date shall be deemed to be due on the actual Maturity Date and no further Interest shall accrue after the Scheduled Maturity Date. If a Credit Event Notice in respect of the Repudiation/Moratorium is not served by the Issuer or its Nominee on or before the date, which is 14 calendar days following the Repudiation/Moratorium Evaluation Date, then the date that is two Business Days after such date will be the Maturity Date. If a Credit Event Notice in respect of the Repudiation/Moratorium is served by the issuer or its Nominee on or before the date which is 14 calendar days following the Repudiation/Moratorium Evaluation Date, then Redemption will occur in accordance with the Physical Redemption Terms or the Cash Redemption Terms as applicable and as described in Part 1 of this Schedule. Repudiation/Moratorium Evaluation Date: If the Obligations to which a Potential Repudiation/Moratorium relate include Bonds, the date that is the later of (A) the date that is 60 days after the date of such Potential Repudiation/Moratorium and (B) the first payment date under any such Bond after the date of such Potential Repudiation/Moratorium (or if later the expiry of any applicable Grace Period in respect of such payment date). If the Obligations to which such Potential Repudiation/Moratorium relates do not include Bonds, the date that is 60 days after the date of such Potential Repudiation/Moratorium. Repudiation/ Moratorium Extension Notice: Potential Repudiation/Moratorium A notice given by the Calculation Agent to the Issuer and the Noteholders in writing of the determination that a Potential Repudiation/Moratorium has occurred on or prior to the Scheduled Maturity Date. The Repudiation/ Moratorium Extension Notice shall describe in reasonable detail the facts relevant to the determination that a Potential Repudiation/Moratorium has occurred and shall confirm the occurrence of a Potential Repudiation/Moratorium with Publicly Available Information. The Repudiation/Moratorium Extension Notice shall contain a copy or a description in reasonable detail of the relevant Publicly Available Information. The Potential Repudiation/Moratorium that is the subject of the Repudiation/Moratorium Extension Notice need not be continuing on the date the Repudiation/Moratorium Extension Notice is given. Means the occurrence of the events described in section (i) of the definition of Repudiation/Moratorium. Physical Redemption Terms: 14 18/09/2008

15 Physical Redemption: If a Credit Event Determination Date occurs and Physical Redemption is specified under Credit Event Redemption, then the Notes may be redeemed on or prior to the Final Physical Redemption Date by delivery of the Portfolio in the manner described below. If there is more than one Noteholder, each Noteholder shall be delivered its pro rata share of the Portfolio. In order to redeem the Notes by delivery of the Portfolio the Issuer or its Nominee shall give 10 Business Day s prior notice (the Notice of Physical Settlement ) to the Calculation Agent and the Noteholders of: A) the intended date for delivery of the relevant Deliverable Obligations to Noteholders (the Physical Redemption Date ); B) a detailed description of the Deliverable Obligations and or cash that will constitute the Portfolio; C) the estimated outstanding principal balance of the Deliverable Obligations that are to be delivered and the CUSIP or ISIN number of each Deliverable Obligation if available (if such identifying number is not available the rate and tenor of the Deliverable Obligation); D) the method by which the Noteholders must provide their settlement instructions to the Issuer or its Nominee. The Issuer or its Nominee may serve subsequent Notices of Physical Settlement to change the Physical Redemption Date and/or one or more of the Deliverable Obligations or the amount of cash comprising the Portfolio and/or the detailed description of the Deliverable Obligations at any time on or prior to the 10 th Business Day before the Final Physical Redemption Date and the last Notice of Physical Settlement served within this period shall override all previous such notices. The Issuer or its Nominee may correct any errors or inconsistencies in the detailed description of the Deliverable Obligations by notice to the Calculation Agent and the Noteholders prior to the date of delivery of the Portfolio. Noteholders shall notify the Issuer or its Nominee as applicable within 5 Business Days of delivery of the Notice of Physical Settlement of their instructions for settlement in any major financial centre of the Deliverable Obligations comprising the Portfolio.. Delivery shall be made in accordance with the market practice applicable to the Deliverable Obligation on the Physical Redemption Date. If an obligation by its terms represents or contemplates an obligation to pay an amount greater than the outstanding principal balance of such obligation as of the Physical Redemption Date as a result of the occurrence or non-occurrence of an event or circumstance, the outstanding principal balance of such obligation shall not include such additional amount. Subject to the provisions relating to Fallback to Cash Redemption, if the Notes have not been redeemed by delivery of the Portfolio in accordance with Part 1 of this Schedule on or prior to the Final Physical Redemption Date then the Cash Redemption Terms shall be deemed to apply and the Valuation Date and the Final Valuation Date for such purposes will be the date which is 3 Business Days after the Final Physical Redemption Date, the Valuation Obligations for such purposes shall be the Deliverable Obligations and the Cash Redemption Date will be the third Business Day following the determination of the Final Price. Fallback to Cash Redemption: If it is impossible or illegal for the Issuer to deliver or for any Noteholder to receive any Deliverable Obligations comprising the Portfolio in accordance with the Physical Redemption Terms, then the Issuer shall deliver that portion of such Deliverable Obligations which it is possible and legal to deliver with an explanation in writing of 15 18/09/2008

16 the reasons for non-delivery of the rest of the Deliverable Obligations (such remainder being the Undelivered Portion ). If the impossibility or illegality continues for more than 30 days after the Physical Redemption Date (the Final Delivery Date ), then the Cash Redemption Terms below shall apply with respect to the Undelivered Portion that cannot be delivered and the relevant Notes which have not been redeemed as a consequence, and the Valuation Date for such purposes will be the date which is 3 Business Days after the Final Delivery Date (such date, the Fallback to Cash Redemption Valuation Date ) and the Valuation Obligations for such purposes shall be the Deliverable Obligations comprising the Undelivered Portion. Where Fallback to Cash Redemption applies, the Final Valuation Date will be the later of (a) 135 Business Days after the Credit Event Determination Date and (b) the Fallback to Cash Redemption Valuation Date and the Cash Redemption Date will be the third Business Day following the determination of the Final Price. Option for Cash Redemption If a Credit Event Determination Date occurs and Physical Redemption is specified under Credit Event Redemption, the Issuer may elect (having consulted the Noteholders (in so far as the Issuer is aware of the identity of the Noteholders)) at any time prior to the delivery of a Notice of Physical Settlement, for Cash Redemption to apply instead and for Final Price to be determined pursuant to paragraph (a) of the definition of Final Price below. Where Option for Cash Redemption applies pursuant to this paragraph, the Valuation Obligations for such purposes shall be the Deliverable Obligations, and the Cash Redemption Date will be the third Business Day following the determination of the Final Price. Cash Redemption Terms: Cash Redemption: If a Credit Event Determination Date occurs and any of (i) Cash Redemption is specified under Credit Event Redemption, (ii) Fallback to Cash Redemption is applicable, (iii) Option for Cash Redemption is applicable or (iv) Cash Redemption is deemed to take place under the terms relating to Physical Redemption, redemption of the Notes (or, if Fallback to Cash Redemption applies, the relevant portion of the Notes as the case may be) shall take place by payment by the Issuer of the Cash Redemption Amount on the Cash Redemption Date. Unless Fallback to Cash Redemption applies, or Option for Cash Redemption applies or Cash Redemption is deemed to take place under the terms relating to Physical Redemption, the Issuer or its Nominee shall give to the Calculation Agent and the Noteholders 10 Business Day s prior notice (the Notice of Valuation Obligations ) of:- A) a detailed description of the Deliverable Obligations and or cash that comprise the Valuation Portfolio; B) the estimated aggregate outstanding principal balance of the Deliverable Obligations that are intended to be valued and the estimated outstanding principal balance of each such Deliverable Obligation; and C) the date on which the Deliverable Obligations are to be valued (the Valuation Date ), which date will not be later than the Final Valuation Date. The Issuer or its Nominee may serve subsequent Notices of Valuation Obligations to change the Valuation Date and/or one or more of the Deliverable Obligations or the amount of cash specified in the Notice of Valuation Obligations and/or the detailed description thereof at any time on or prior to the 10 th Business Day before the Final Valuation Date and the last Notice of Valuation Obligations served within this period shall override all previous such notices. The Issuer or its Nominee may correct any errors or inconsistencies in the detailed description of the Deliverable Obligations specified in the Notice of Valuation Obligations by notice to the Calculation Agent and the Noteholders prior to the applicable Valuation Date. On the Valuation Date, the Calculation Agent shall commence determination of the 16 18/09/2008

17 Final Price using the Deliverable Obligations specified in the Notice of Valuation Obligations or if Fallback to Cash Redemption applies using the Undelivered Portion only of the Deliverable Obligations specified in the Notice of Physical Settlement) these Obligations are referred to below as Valuation Obligations. Cash Redemption Amount: An amount equal to the aggregate outstanding principal balance (excluding accrued but unpaid interest) of the Valuation Portfolio (or in the case of Fallback to Cash Redemption the outstanding principal balance (excluding accrued but unpaid interest) of the Undelivered Portion) minus the Loss Amount, subject to a minimum of zero. Unless Fallback to Cash Redemption applies if there is more than one Noteholder, each Noteholder shall be paid its pro rata share of the Cash Redemption Amount. If Fallback to Cash Redemption applies and there is more than one Noteholder, the Calculation Agent shall determine in good faith the share, if any, of the Cash Redemption Amount to be paid to each Noteholder. If the Cash Redemption Amount is zero such amount shall be deemed to be paid on the Cash Redemption Date. Loss Amount: Final Price: The aggregate, as calculated by the Calculation Agent, of the outstanding principal balance of each Valuation Obligation multiplied by (100% less the Final Price of such Valuation Obligation). Means, subject to the provisions herein, at the election of the Issuer (having consulted the Noteholders (in so far as the Issuer is aware of the identity of the Noteholders)) EITHER: (a) where: (i) (ii) any auction mechanics relating to the Valuation Obligation is set out in any protocol published by the International Swaps and Derivatives Association, Inc. ( ISDA ); or if no such protocol is published any similar auction or valuation procedure relating to such Valuation Obligation whether facilitated by ISDA or otherwise, such similar auction or valuation procedure (if any) is identified by the Calculation Agent in its sole and absolute discretion, the price of the relevant Valuation Obligation, expressed as a percentage, determined or to be determined pursuant to such auction or valuation procedure, provided always that if such auction or valuation procedure does not result in a Final Price within 60 Business Days from the Valuation Date, the Calculation Agent shall determine the Final Price in its sole and absolute discretion (which, for the avoidance of doubt, may be zero); or (b) the price of the relevant Valuation Obligation, expressed as a percentage, determined in accordance with the Valuation Method, Provided that notwithstanding the Issuer has elected for (a) above to apply, (unless Option for Cash Redemption applies) at any time prior to the earlier of (i) the determination of a Final Price under (a) and (ii) the date which is 60 Business Days from the Valuation Date, the Calculation Agent may elect (in its sole and absolute discretion) to determine the Final Price pursuant to paragraph (b) above. Valuation Method: Quotations: Means the highest Quotation obtained by the Calculation Agent on the Valuation Date. Means each Full Quotation or the Weighted Average Quotation obtained and expressed as a percentage with respect to a Valuation Date in the manner that follows: The Calculation Agent shall attempt to obtain Full Quotations on the Valuation Date from at least five Dealers; if at least two such Full Quotations are not available on the 17 18/09/2008

18 same Business Day within three Business Days of the Valuation Date, on the next following Business Day (and, if necessary, on each Business Day thereafter until the 15th Business Day following the relevant Valuation Date) the Calculation Agent shall attempt to obtain Full Quotations from at least five Dealers and, if at least two Full Quotations are not available, a Weighted Average Quotation. If the Calculation Agent is unable to obtain at least two Full Quotations or a Weighted Average Quotation within such period, the Calculation Agent shall determine the Final Price in its sole and absolute discretion (which, for the avoidance of doubt, may be zero). The Quotations shall exclude accrued but unpaid interest. All Quotations shall be requested in an amount equal to the outstanding principal balance of the relevant Valuation Obligation unless, in the sole and absolute discretion of the Calculation Agent, such an amount would not result in a commercially reasonable determination, in which case, the relevant Quotation shall be requested in an amount selected by the Calculation Agent in its sole and absolute discretion. Full Quotation: Weighted Average Quotation: Valuation Time: Dealer: Means each firm bid quotation obtained from a Dealer at the Valuation Time, to the extent reasonably practicable, for the relevant Valuation Obligation. Means the weighted average of firm bid quotations obtained from Dealers at the Valuation Time, to the extent reasonably practicable, each for an amount of the relevant Valuation Obligation with an outstanding principal balance of as large a size as available that in the aggregate are approximately equal to the then outstanding principal balance of that obligation. At or around 11:00am in the principal trading centre for the relevant Valuation Obligation. Means a dealer in obligations of the type of Valuation Obligations for which Quotations are to be obtained, as selected by the Calculation Agent in its sole and absolute discretion /09/2008

19 Part 2: Credit Event Definitions: Credit Event means one or more of the Credit Events specified as applicable. If an occurrence that would otherwise constitute a Credit Event, such occurrence will constitute a Credit Event whether or not such occurrence arises directly or indirectly from, or is subject to a defence based upon: (a) any lack or alleged lack of authority or capacity of a Reference Entity to enter into any Obligation or, as applicable, an Underlying Obligor to enter into any Underlying Obligation, (b) any actual or alleged unenforceability, illegality, impossibility or invalidity with respect to any Obligation, or, as applicable, any Underlying Obligation, howsoever described (c) any applicable law, order, regulation, decree or notice, howsoever described, or the promulgation of, or any change in, the interpretation by any court, tribunal, regulatory authority or similar administrative or judicial body with competent or apparent jurisdiction of any applicable law, order, regulation, decree or notice, howsoever described, or (d) the imposition of, or any change in any exchange controls, capital restrictions or any other similar restrictions imposed by any monetary or other authority, howsoever described. Bankruptcy means a Reference Entity (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay its debts or fails or admits in writing in a judicial, regulatory or administrative proceeding or filing its inability generally to pay its debts as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (i) results in a judgement of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 calendar days of the institution or presentation thereof; (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 calendar days thereafter; or (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (a) to (g) (inclusive). Obligation Acceleration means one or more Obligations in an aggregate amount of not less than the Default Requirement have become due and payable before they would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar condition or event (however described), other than a failure to make any required payment, in respect of a Reference Entity under one or more Obligations. Failure to Pay means, after the expiration of any applicable Grace Period (after the satisfaction of any conditions precedent to the commencement of such Grace Period), the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, in accordance with the terms of such Obligations at the time of such failure. Repudiation/Moratorium means the occurrence of both of the following events: (i) an authorised officer of a Reference Entity or a Governmental Authority (a) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, one or more Obligations in an aggregate amount of not less than the Default Requirement, or (b) declares or imposes a moratorium, standstill, roll-over or deferral, whether de facto or de jure, with respect to one or more Obligations in an aggregate amount of not less than the Default Requirement and (ii) a Failure to Pay, determined without regard to the Payment Requirement, or a Restructuring determined without regard to the Default Requirement, with respect to any such Obligation occurs on or prior to the Repudiation/Moratorium Evaluation Date. Restructuring means that, (a) with respect to one or more Obligations and in relation to an aggregate amount of not less than the Default Requirement, any one or more of the following events occurs in a form that binds all holders of such Obligation, is agreed between a Reference Entity or a Governmental Authority and a sufficient number of holders of such Obligation to bind all holders of the Obligation or is announced (or otherwise decreed) by a Reference Entity or a Governmental Authority in a form that binds all holders of such Obligation, and such event is not expressly provided for under the terms of such Obligation in effect as of the later of the Trade Date and the date as of which such Obligation is issued or incurred: (i) a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals; 19 18/09/2008

20 (ii) a reduction in the amount of principal or premium payable at maturity or at scheduled redemption dates; (iii) a postponement or other deferral of a date or dates for either (A) the payment or accrual of interest or (B) the payment of principal or premium; (iv) a change in the ranking in priority of payment of any Obligation, causing the Subordination of such Obligation to any other Obligation; or (v) any change in the currency or composition of any payment of interest or principal to any currency which is not a Permitted Currency. (b) Notwithstanding the provisions of (a) above, none of the following shall constitute a Restructuring: (i) the payment in euros of interest or principal in relation to an Obligation denominated in a currency of a Member State of the European Union that adopts or has adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union; (ii) the occurrence of, agreement to or announcement of any of the events described in (a)(i) to (v) above due to an administrative adjustment, accounting adjustment or tax adjustment or other technical adjustment occurring in the ordinary course of business; and (iii) the occurrence of, agreement to or announcement of any of the events described in (a)(i) to (v) above in circumstances where such event does not directly or indirectly result from a deterioration in the creditworthiness or financial condition of the Reference Entity. (c) For the purposes of the definition of Restructuring and the definition of Multiple Holder Obligation the term Obligation shall be deemed to include Underlying Obligations for which the Reference Entity is acting as provider of a Qualifying Affiliate Guarantee or, if All Guarantees are applicable, as provider of any Qualifying Guarantee. In the case of a Qualifying Guarantee and an Underlying Obligation references to the Reference Entity in section (a) above of the definition of Restructuring shall be deemed to refer to the Underlying Obligor and the reference to the Reference Entity in section (b) above of the definition of Restructuring shall continue to refer to the Reference Entity. Related Credit Definitions: Grace Period means the applicable grace period with respect to payments under the relevant Obligation under the terms of such Obligation in effect as of the later of the Trade Date and the date as of which such Obligation is issued or incurred. Any Obligation with no grace period shall be deemed to have a grace period of 3 Business Days, provided that unless Grace Period Extension is applicable, the deemed Grace Period shall expire no later than the Scheduled Maturity Date. Potential Failure to Pay means the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations without regard to any grace period or any conditions precedent to the commencement of any grace period applicable to such Obligation in accordance with the terms of such obligation at the time of such failure. Publicly Available Information means information that reasonably confirms any of the facts relevant to the determination that the Credit Event or Potential Repudiation/Moratorium described in a Credit Event Notice or Repudiation/Moratorium Extension Notice as applicable has occurred and which: (i) has been published in or on not less than two Public Sources regardless of whether the reader or user thereof pays a fee to obtain such information; provided that, if the Issuer or its Nominee or an affiliate of the Issuer or its Nominee is cited as the sole source of such information, then such information shall not be deemed to be Publicly Available Information unless the Issuer, or if applicable its Nominee, or an affiliate of the Issuer or its Nominee, as the case may be is acting in its capacity as trustee, fiscal agent, administrative agent, clearing agent or paying agent for an Obligation; (ii) is information received from or published by (A) a Reference Entity (or a Sovereign Agency in respect of a Reference Entity which is a Sovereign) or (B) a trustee, fiscal agent, administrative agent, clearing agent or paying agent for an Obligation; (iii) is information contained in any petition or filing instituting a proceeding described in Bankruptcy against or by a Reference Entity; or (iv) is information contained in any order, decree, notice or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body /09/2008